2. INDEX
Sr. No Particulars
1 Listing Agreement to be signed
2 Duties and Obligation of the Exchange
3 Electronic Filing
4 Regulation wise monitoring by Exchange
5 Impact of LA turning into LR – Penal Provisions & Enforcement
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3. Listing Agreement to be signed
All listed entities shall execute a fresh listing agreement with the SEs within
six months from date of notification of notification i.e. by March 2, 2016.
Company may execute this agreement under the power of old Board
Resolution or pass a new resolution. If new resolution required, it can be
done by circular resolution.
Listing Regulation will be applicable w.e.f. December 1, 2015 to all listed
entities, irrespective of whether Listing Agreement is signed or not.
Language of Listing Agreement is finalized by SEBI. Exchange will sent the
Listing Agreement to all listed entities for execution well before December
01, 2015.
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4. Duties and Obligation of the Exchange
Chapter X of Listing Regulation deals with duties and obligation of the stock
exchanges.
Duties and Obligation of SEs prescribed in LR:
i. All intimation, information, filings, reports, statements, documents or
any other submissions under the Regulation from the listed entities /
other person to be disseminated on Exchange website.
ii. Exchange and Depositories to coordinately act to give effect to order on
freezing / unfreezing / lock –in of securities.
iii. Role of Exchange in examining Scheme of Arrangement is clearly defined
with prescribed turnaround time.
iv. Validity of ‘NOC’ given by the Exchange is 6 months.
v. To facilitate redressal of complaints of listed securities holders from time
to time.
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5. Duties and Obligation of the Exchange
vi. To monitor the compliance with provisions of listing regulations and
take appropriate actions for non-compliance.
vii. To monitor adequacy and accuracy of disclosures made and take
appropriate actions for non-compliance.
viii. To submit the report to SEBI on the outcome of monitoring
compliance.
ix. In case of default in compliance, exchange has to initiate appropriate -
remedial / penal action.
x. To receive quarterly corporate governance report and examine its
adequacy.
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6. Electronic Filing
Electronic filing is made mandatory. The listed entity shall put in place
infrastructure to make submission through Exchange electronic platform.
NSE’s electronic filing platform ‘NEAPS’ which is already in use is being
revamped to make it more user friendly.
The new modules are being introduced to ensure all submissions prescribed
under the Regulations.
Register email id and mobile nos. to receive alters and reminders for
compliance status.
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7. Electronic Filing
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Secured and
authenticate
d mode
Quick
dissemination
Immediate
confirmation to
corporates
Quick
retrieval of
past filings
8. Regulation wise monitoring by Exchange
Regulation no. Description of filing Timeline
Reg. 7(3) Half yearly compliance certificate
regarding maintaince of transfer facility
(signed by CO & RTA)
within 1 month from end
of half year.
Reg. 7(4) Change in RTA Within 24 hrs.
Reg. 13(3) Quarterly Investor compliant statement within 21 days from EOQ
Reg. 27(2) Quarterly Corporate Governance Report
(signed by CO / CEO)
within 15 days of EOQ
Reg. 28(1) in-principal approval for issuing
securities (other than Scheme)
Before issuance of
securities
Reg. 29 Prior intimation of BM notice for
considering financial results, Buy Back,
Voluntary delisting, fund raising by
further issuance, dividend, bonus,
alteration in nature of securities.
2 working days and for
financial results 5 days.
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9. Regulation wise monitoring by Exchange
Regulation no. Description of filing Timeline
Reg. 30 Disclosure of events / information within 24 hrs of occurrence
of events / outcome of
Board Meeting submitted
within 30 min of the
conclusion.
Reg. 31 (1) Shareholding Pattern Within 21 days from EOQ/
within 10 days from change
exceeding 2% in capital.
Reg. 32 (1) Statement of deviation / variation Along with quarterly results
Reg. 33 (3) (a) Quarterly financial results along with LR Within 45 days EOQ
Reg. 33 (3) (d) Annual Results along with form A/B Within 60 days from end FY
Reg. 34 Annual Report within 21 working days of
its approval / adoption at
the AGM
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10. Regulation wise monitoring by Exchange
Regulation no. Description of filing Timeline
Reg. 40 (9) Half yearly Certificate from Practicing
CS regarding transfer for shares with in
30 days of its lodgment
within 1 month from end of
half year.
Reg. 42 Record Date / Book Closer At least 7 working days in
advance
Reg. 43 Dividend per share basis Within 30 min of BM
Reg. 44 Voting results at shareholders meeting Within 48 hrs of conclusion
of shareholders meeting
Reg. 45 Name Change of the company Prior apply to ROC for name
change
Reg. 46 Company website Information to be updated
within 2 working days from
date of such change.
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11. Regulation wise monitoring by Exchange
Reg. 30 – Disclosure of events / information:
4 (ii) - Policy determination materiality to be disclosed on website.
5 - contact details of authorise KMPs responsible for determining
materiality of events and making disclosures to the SEs.
6 - Disclosures shall be submitted within 24 hrs of occurrence of
events and outcome of Board Meeting submitted within 30 min of the
conclusion.
7 - Submit disclosures updating material developments on regular
basis.
8 – Disclosures submitted to the Exchange shall be hosted on company
website for minimum period of 5 years.
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12. Regulation wise monitoring by Exchange
Reg. 30 – Disclosure of events / information:
9 – Disclosures regarding events / information w.r.t. material
subsidiaries.
10 – Company shall provide specific and adequate reply to all queries
raised by SE w.r.t. any events / information.
11- listed company may on its own initiative confirm or deny any
reported event or information to Stock Exchange.
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13. Regulation wise monitoring by Exchange
Events disclosed without applying guideline for materiality - Para A
Acquisitions, Scheme of Arrangements, Sale of unit / division/ subsidiary
Issuance / forfeiture / buyback of securities / Revision of ratings
Outcome of BM (within 30 min)
Agreement which are binding and not normal course of business
(shareholder/ family settlement/ media co.)
Change in Directors, KMPs, CO, RTA, Auditors
CDR / One time settlement/ BIFR / Winding up petition
Fraud/defaults by promoters / KMPs / arrest of promoters / KMPs.
Notices / proceedings of shareholders meeting / Amendment to MoA –
AoA
Schedule of Analyst / institutional investor meet / presentation
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14. Regulation wise monitoring by Exchange
Events to be disclosed by applying guideline for materiality - Para B
Commencement of commercial production / postponement
Change is general character / nature of business by arrangement
Capacity addition / product launch
Agreement which are binding and not normal course of business
(loan agreement as a borrower)
Disruption of operations due to natural calamity force majeure events
(strike)
Litigation/ dispute / regulatory action with impact
Fraud/defaults by directors (other than KMPs) or employees
ESOP / ESPS scheme / Allotment pursuant to ESOP
Effect / impact of change in regulatory framework
Withdrawal / cancellation / suspension of key licenses
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15. Regulation wise monitoring by Exchange
Reg. 30 – Disclosure of events / information: Exchange Monitoring
To monitor accuracy and adequacy of the disclosures.
To seek clarification / explanation in case of inaccuracy / inadequacy / delay
in disclosures submission.
The listed entity is obliged to provide specific and adequate reply for all
queries raised by the Exchange. All this can be in electronic means only .
The clarification / explanation sought and company reply will be
disseminated.
Exchange to submit report to SEBI periodically on clarification sought etc.
Rumor or news verification will be a routine.
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16. Regulation wise monitoring by Exchange
Reg. 31 – Shareholding Pattern:
Timeline, accuracy check on shareholding pattern disclosures.
Disclosures under take over regulation and PIT regulation validated with
shareholding pattern disclosures.
Change in promoter shareholding / change in promoters / name of
promoters to be monitored.
The clarification / explanation sought from the company and company
reply will be disseminated on the Exchange website.
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17. Regulation wise monitoring by Exchange
Reg. 32 – Statement of deviation / variation of issue proceeds:
Statement of deviation / variation should be submitted separately but
along with financial results on quarterly basis.
Monitoring agency report for IPO / rights issue.
Timeline and non submission will be monitored.
Exchange will sought clarification / information for non submission of
disclosures.
The disclosures will be disseminated on the Exchange website.
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18. Regulation wise monitoring by Exchange
Reg. 33 – Financial Results:
At least 5 days advance intimation of BM for consideration of results to
be given to the Exchange.
Outcome of BM to be filed with exchange with in 30 min. of conclusion
of BM
Company has to intimate time of commencement and conclusion of the
meeting.
Company shall intimate regarding option to submit the consolidated
results along with first quarter results.
Limited Review Report / Auditors report submitted along with results.
Form A / Form B submitted along with Annual Audited Results (stand
alone / consolidated)
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19. Regulation wise monitoring by Exchange
Schedule VIII – Manner of Review of Form B:
After preliminary scrutiny of Form B, the Exchange may seek explanation.
The Exchange will refer cases to SEBI which require further examination.
Exchange will display list of companies which have filed Form B.
SEBI (QARC) may direct for:
i. Rectification of modified opinion in subsequent FY, if impact of
modified opinion is not significant
ii. Submission of revised pro-forma results incorporating the effect of
modified opinion, if impact of modified opinion is significant and
company explanation is un satisfactory.
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20. Regulation wise monitoring by Exchange
Reg. 34 – Annual Report
AR to be submitted within 21 working days of its approval / adoption at
the AGM.
Non submission / delay in submission is non-compliance. Electronic filing
will be facilitated.
The Exchange may monitor the disclosures given in annual report w.r.t.
corporate governance requirement.
Reg. 35 – Information memorandum
Information memorandum to be submitted as the manner specified by
SEBI. (no circular is issued yet)
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21. Regulation wise monitoring by Exchange
Reg. 37 – Draft Scheme of Arrangement
The Exchange will process the draft scheme of arrangement filed.
Company shall not file any scheme with court / Tribunal without
obtaining observation / no-observation letter from the Exchanges and
company shall place such letter before court /Tribunal.
The Exchange shall bring the observation / objection to the notice of
Court / Tribunal.
No in-principle approval is required for securities to be issued pursuant
to scheme, if “NOC” has been obtained from the exchange.
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22. Implication of LA turning into LR
Listing Agreement is like terms of listing
Non-compliance attract only penalty as per SOP circular dated September 30,
2013 and exchange bye-laws.
Listing Regulation is a subordinated legislation and therefore has statutory
force. SEBI may exercise its power given in SEBI Act, 1992 such as:
Sec. 11 B – Power to issue directions.
Sec. 11 C – Power to Investigation.
Sec. 11D – Power to cease and desist proceedings.
Sec. 15A - Penalty for failure to furnish information, return, etc.
Sec. 15C - Penalty for failure to redress investors’ grievances
Sec. 15 HB - Penalty for contravention where no separate penalty has
been provided. Sec.
15I - Power to adjudicate.
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23. Implication of LA turning into LR
Effectively, even not resolving investor complaint can attract adjudication
and penalty as stated above.
Electronic filing to Stock Exchange is now mandatory and a statutory
requirement.
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